-----BEGIN PRIVACY-ENHANCED MESSAGE----- Proc-Type: 2001,MIC-CLEAR Originator-Name: webmaster@www.sec.gov Originator-Key-Asymmetric: MFgwCgYEVQgBAQICAf8DSgAwRwJAW2sNKK9AVtBzYZmr6aGjlWyK3XmZv3dTINen TWSM7vrzLADbmYQaionwg5sDW3P6oaM5D3tdezXMm7z1T+B+twIDAQAB MIC-Info: RSA-MD5,RSA, EBfNRQYl4QSJK24IHcV+b8bMn6yMfraJ/el/6gv3P6vSCYCL4Mj70ewYvcgQnZs9 236l4a1nCOGPu2RBwWtdMw== 0000912057-96-013748.txt : 19960705 0000912057-96-013748.hdr.sgml : 19960705 ACCESSION NUMBER: 0000912057-96-013748 CONFORMED SUBMISSION TYPE: S-3 PUBLIC DOCUMENT COUNT: 9 REFERENCES 429: 033-60723 FILED AS OF DATE: 19960702 SROS: NYSE FILER: COMPANY DATA: COMPANY CONFORMED NAME: GENERAL ELECTRIC CAPITAL CORP CENTRAL INDEX KEY: 0000040554 STANDARD INDUSTRIAL CLASSIFICATION: FINANCE LESSORS [6172] IRS NUMBER: 131500700 STATE OF INCORPORATION: NY FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: S-3 SEC ACT: 1933 Act SEC FILE NUMBER: 333-07469 FILM NUMBER: 96590508 BUSINESS ADDRESS: STREET 1: 260 LONG RIDGE RD CITY: STAMFORD STATE: CT ZIP: 06927 BUSINESS PHONE: 2033574000 MAIL ADDRESS: STREET 1: 260 LONG RIDGE ROAD CITY: STAMFORD STATE: CT ZIP: 06927 FORMER COMPANY: FORMER CONFORMED NAME: GENERAL ELECTRIC CREDIT CORP DATE OF NAME CHANGE: 19871216 S-3 1 S-3 AS FILED WITH THE SECURITIES AND EXCHANGE COMMISSION ON JULY 2, 1996 FILE NO. 33- - -------------------------------------------------------------------------------- - -------------------------------------------------------------------------------- SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 -------------------- FORM S-3 REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933 ------------------ GENERAL ELECTRIC CAPITAL CORPORATION (Exact name of registrant as specified in its charter) NEW YORK 13-1500700 (State of incorporation) (I.R.S. Employer Identification Number)
260 LONG RIDGE ROAD STAMFORD, CONNECTICUT 06927 (203) 357-4000 (Address, including zip code, and telephone number, including area code, of registrant's principal executive offices) ------------------------- BRUCE C. BENNETT ASSOCIATE GENERAL COUNSEL -- TREASURY OPERATIONS AND ASSISTANT SECRETARY 260 LONG RIDGE ROAD STAMFORD, CONNECTICUT 06927 (203) 357-4000 (Name, address, including zip code, and telephone number, including area code, of agent for service) ------------------------- APPROXIMATE DATE OF COMMENCEMENT OF PROPOSED SALE TO THE PUBLIC: From time to time after the effective date of this Registration Statement as determined by market conditions. -------------------- If the only securities being registered on this Form are being offered pursuant to dividend or interest reinvestment plans, please check the following box. / / If any of the securities being registered on this Form are to be offered on a delayed or continuous basis pursuant to Rule 415 under the Securities Act of 1933, other than securities offered only in connection with dividend or interest reinvestment plans, please check the following box. /X/ If this Form is filed to register additional securities for an offering pursuant to Rule 462(b) under the Securities Act, please check the following box and list the Securities Act registration statement number of the earlier effective registration statement for the same offering. / / If this Form is a post-effective amendment filed pursuant to Rule 462(c) under the Securities Act, check the following box and list the Securities Act registration statement number of the earlier effective registration statement for the same offering. / / If delivery of the prospectus is expected to be made pursuant to Rule 434, please check the following box. /X/ -------------------- CALCULATION OF REGISTRATION FEE
PROPOSED MAXIMUM TITLE OF EACH CLASS OF AGGREGATE AMOUNT OF SECURITIES TO BE REGISTERED OFFERING PRICE(1)(2) REGISTRATION FEE(4) Debt Securities............... $7.5 billion $2,586,207 Warrants...................... (3) (3) (1) Or, if any Debt Securities are issued (i) with an initial offering price denominated in a foreign currency or a unit of two or more currenices, such amount as shall result in an aggregate initial offering price equivalent to $7.5 billion or (ii) at an original issue discount, such greater amount as shall result in an aggregate initial offering price of $7.5 billion. (2) Estimated solely for the purpose of determining the registration fee. (3) Warrants may be offered and sold entitling the holder to purchase any of the Debt Securities. Pursuant to Rule 457(g), no registration fee is attributable to the Warrants registered hereby. (4) Pursuant to Rule 429 of the Securities Act of 1933, the amount of registration fees does not include $1,410,893 previously paid to the Commission relating to $4,091,592,501 aggregate principal amount of debt securities and warrants previously registered pursuant to Registration Statement No. 33-60723, which remained unissued as of the close of business on July 1, 1996.
-------------------- PURSUANT TO RULE 429 UNDER THE SECURITIES ACT OF 1933, THE PROSPECTUS INCLUDED IN THIS REGISTRATION STATEMENT WILL ALSO BE USED IN CONNECTION WITH THE ISSUANCE OF DEBT SECURITIES AND WARRANTS REGISTERED PURSUANT TO REGISTRATION STATEMENTS NO. 33-60723 PREVIOUSLY FILED BY THE REGISTRANT ON FORM S-3 AND DECLARED EFFECTIVE ON JULY 28, 1995. THE REGISTRANT HEREBY AMENDS THIS REGISTRATION STATEMENT ON SUCH DATE OR DATES AS MAY BE NECESSARY TO DELAY ITS EFFECTIVE DATE UNTIL THE REGISTRANT SHALL FILE A FURTHER AMENDMENT WHICH SPECIFICALLY STATES THAT THIS REGISTRATION STATEMENT SHALL THEREAFTER BECOME EFFECTIVE IN ACCORDANCE WITH SECTION 8(A) OF THE SECURITIES ACT OF 1933 OR UNTIL THE REGISTRATION STATEMENT SHALL BECOME EFFECTIVE ON SUCH DATE AS THE COMMISSION, ACTING PURSUANT TO SAID SECTION 8(A), MAY DETERMINE. - -------------------------------------------------------------------------------- - -------------------------------------------------------------------------------- INFORMATION CONTAINED HEREIN IS SUBJECT TO COMPLETION OR AMENDMENT. A REGISTRATION STATEMENT RELATING TO THESE SECURITIES HAS BEEN FILED WITH THE SECURITIES AND EXCHANGE COMMISSION. THESE SECURITIES MAY NOT BE SOLD NOR MAY OFFERS TO BUY BE ACCEPTED PRIOR TO THE TIME THE REGISTRATION STATEMENT BECOMES EFFECTIVE. THIS PROSPECTUS SHALL NOT CONSTITUTE AN OFFER TO SELL OR THE SOLICITATION OF AN OFFER TO BUY NOR SHALL THERE BE ANY SALE OF THESE SECURITIES IN ANY STATE IN WHICH SUCH OFFER, SOLICITATION OR SALE WOULD BE UNLAWFUL PRIOR TO REGISTRATION OR QUALIFICATION UNDER THE SECURITIES LAWS OF ANY SUCH STATE. SUBJECT TO COMPLETION DATED JULY , 1996 PROSPECTUS GENERAL ELECTRIC CAPITAL CORPORATION DEBT SECURITIES WARRANTS TO PURCHASE DEBT SECURITIES General Electric Capital Corporation (the "Company") may offer from time to time its senior, unsecured debt securities ("Debt Securities") and its warrants ("Warrants") to purchase any of the Debt Securities (the Debt Securities and the Warrants being herein collectively called the "Securities"). The Debt Securities are hereinafter in this Prospectus referred to as the "Notes," although any series of Debt Securities to which the accompanying Prospectus Supplement relates may bear a different title. The term "Prospectus Supplement" as used herein includes any Pricing Supplement that accompanies any Prospectus Supplement that accompanies this Prospectus. The Securities will be offered on terms determined at the time of sale. The accompanying Prospectus Supplement sets forth specifically (a) with regard to the Notes in respect of which this Prospectus is being delivered: - the title of the Notes, - the aggregate principal amount offered, - the currency, currencies or currency units in which payments on the Notes are payable, - the rate or method of calculation, and the dates of payment, of interest, if any, - the date or dates from which such interest shall accrue, - the method of determining holders to whom any such interest shall be payable, - the authorized denominations, if other than as provided herein, - the maturity, - the offering price or terms, - the terms of any sinking fund, purchase fund or mandatory redemption, and of any redemption or repayment at the option of the Company or the holder, - the Trustee acting under the Indenture pursuant to which the Notes are to be issued, - the underwriter or underwriters or agent or agents, if any, for the Notes, their compensation or the basis of determining the same and the net proceeds to the Company, and - the exchanges, if any, on which the Notes may be listed; and (b) with regard to the Warrants, if any, in respect of which this Prospectus is being delivered: - the offering price or terms, - a description of the Notes for which each Warrant is exercisable, - the aggregate number, exercise price, exercise period and expiration date of the Warrants, - the currency or currencies in which the exercise price is payable, - the terms of any mandatory or optional call provisions, - the price or prices, if any, at which the Warrants may be redeemed at the option of the holder or will be redeemed upon expiration, - the Warrant Agent acting under the Warrant Agreement pursuant to which the Warrants are to be issued, and - the exchanges, if any, on which the Warrants may be listed. The Securities will be sold either through underwriters or dealers, through agents designated from time to time, or directly by the Company. ------------------ THESE SECURITIES HAVE NOT BEEN APPROVED OR DISAPPROVED BY THE SECURITIES AND EXCHANGE COMMISSION OR ANY STATE SECURITIES COMMISSION NOR HAS THE SECURITIES AND EXCHANGE COMMISSION OR ANY STATE SECURITIES COMMISSION PASSED UPON THE ACCURACY OR ADEQUACY OF THIS PROSPECTUS. ANY REPRESENTATION TO THE CONTRARY IS A CRIMINAL OFFENSE. July , 1996 No dealer, salesperson or other individual has been authorized to give any information or to make any representations other than those contained or incorporated by reference in this Prospectus and the accompanying Prospectus Supplement in connection with the offer contained in this Prospectus and the accompanying Prospectus Supplement and, if given or made, such information or representations must not be relied upon as having been authorized by the Company or by any agent, underwriter or dealer. Neither the delivery of this Prospectus and the accompanying Prospectus Supplement, nor any sale made hereunder shall, under any circumstances, create any implication that there has been no change in the affairs of the Company since the dates as of which information is given in this Prospectus and in the accompanying Prospectus Supplement. This Prospectus and the accompanying Prospectus Supplement do not constitute an offer or solicitation by anyone in any state in which such offer or solicitation is not authorized or in which the person making such offer or solicitation is not qualified to do so or to any person to whom it is unlawful to make such offer or solicitation. ------------------ AVAILABLE INFORMATION The Company is subject to the informational requirements of the Securities Exchange Act of 1934 (the "1934 Act") and in accordance therewith files reports and other information with the Securities and Exchange Commission. Such reports and other information can be inspected and copied at the public reference facilities maintained by the Commission, 450 Fifth Street, N.W., Washington, D.C. 20549, as well as the Regional Offices of the Commission at 500 West Madison Street, Chicago, Illinois 60661 and 7 World Trade Center, New York, New York 10048 and copies can be obtained from the Public Reference Section of the Commission at 450 Fifth Street, N.W., Washington, D.C. 20549 at prescribed rates. Reports and other information concerning the Company can also be inspected at the offices of the New York Stock Exchange, 20 Broad Street, New York, New York 10005, on which certain of the Company's securities are listed. ------------------ DOCUMENTS INCORPORATED BY REFERENCE There is hereby incorporated in this Prospectus by reference the Company's Annual Report on Form 10-K for the year ended December 31, 1995, the Company's Quarterly Report on Form 10-Q for the quarter ended March 30, 1996 and the Company's Current Report on Form 8-K dated June 28, 1996 heretofore filed with the Securities and Exchange Commission pursuant to the 1934 Act, to which reference is hereby made. All documents filed by the Company pursuant to Sections 13(a), 13(c), 14 or 15(d) of the 1934 Act after the date of this Prospectus and prior to the termination of the offering of the Securities offered by the accompanying Prospectus Supplement shall be deemed to be incorporated in this Prospectus by reference and to be a part hereof from the date of filing of such documents. The Company hereby undertakes to provide without charge to each person, including any beneficial owner, to whom a copy of this Prospectus has been delivered, on the written or oral request of such person, a copy of any or all of the documents referred to above which have been or may be incorporated in this Prospectus by reference, other than exhibits to such documents, unless such exhibits are specifically incorporated by reference into such documents. Requests for such copies should be directed to Bruce C. Bennett, Associate General Counsel -- Treasury Operations and Assistant Secretary, General Electric Capital Corporation, 260 Long Ridge Road, Stamford, Connecticut 06927, Telephone No. (203) 357-4000. ------------------ 2 THE COMPANY General Electric Capital Corporation (herein together with its consolidated affiliates called the "Company" unless the context otherwise requires) was incorporated in 1943 in the State of New York, under the provisions of the New York Banking Law relating to investment companies, as successor to General Electric Contracts Corporation, which was formed in 1932. Until November 1987, the name of the Company was General Electric Credit Corporation. All outstanding common stock of the Company is owned by General Electric Capital Services, Inc., ("GE Capital Services"), formerly General Electric Financial Services, Inc., the common stock of which is in turn wholly owned by General Electric Company ("GE Company"). The business of the Company originally related principally to financing the distribution and sale of consumer and other products of GE Company. Currently, however, the type and brand of products financed and the financial services offered are significantly more diversified. Very little of the financing provided by the Company involves products that are manufactured by GE Company. The Company operates in four finance industry segments and in a specialty insurance industry segment. The Company's financing activities include a full range of leasing, lending, equipment management services and annuities. The Company's specialty insurance activities include providing financial guarantee insurance, principally on municipal bonds and structured finance issues, private mortgage insurance, and creditor insurance covering international customer loan repayments. The Company is an equity investor in a retail organization and certain other services and financial services organizations. The Company's operations are subject to a variety of regulations in their respective jurisdictions. Services of the Company are offered primarily in the United States, Canada, Europe and the Pacific rim. The Company's principal executive offices are located at 260 Long Ridge Road, Stamford, Connecticut 06927 (telephone number (203) 357-4000). At December 31, 1995, the Company employed approximately 37,000 persons. CONSOLIDATED RATIO OF EARNINGS TO FIXED CHARGES
YEAR ENDED DECEMBER 31, THREE MONTHS - ----------------------------------------------------- ENDED 1991 1992 1993 1994 1995 MARCH 30, 1996 - --------- --------- --------- --------- --------- ----------------- 1.34 1.44 1.62 1.63 1.51 1.53
For purposes of computing the consolidated ratio of earnings to fixed charges, earnings consist of net earnings adjusted for the provision for income taxes, minority interest and fixed charges. Fixed charges consist of interest and discount on all indebtedness and one-third of rentals, which the Company believes is a reasonable approximation of the interest factor of such rentals. USE OF PROCEEDS Except as may be otherwise set forth in the Prospectus Supplement accompanying this Prospectus, the net proceeds from the sale of the Securities to which such Prospectus Supplement relates will be added to the general funds of the Company and will be available for financing its operations. Additional short- and long-term financing, as required, will be undertaken at such times, and through such means, as may be appropriate. PLAN OF DISTRIBUTION The Company may sell any issue of the Securities in any one or more of the following ways: (i) through one or more underwriters or dealers; (ii) directly to one or more purchasers; or (iii) through one or more agents. 3 From time to time, the Company may receive, and may solicit, offers from underwriters to purchase all or a part of the Securities, to be reoffered to the public through underwriting syndicates led by one or more managing underwriters or through one or more underwriters acting alone or otherwise. The managing underwriter or underwriters, if any, with respect to the offer and sale of the Securities to which the Prospectus Supplement accompanying this Prospectus relates are set forth in such Prospectus Supplement and the members of the underwriting syndicate, if any, are named in such Prospectus Supplement. The Company will execute an underwriting agreement (the "Underwriting Agreement") with any such underwriters and the names of the underwriters and the terms of the transaction will be set forth in the Prospectus Supplement, which will be used by the underwriters to make resales of the Securities in respect of which this Prospectus is delivered to the public. Such Prospectus Supplement also states the discounts and commissions, if any, to be allowed or paid to the underwriters by the Company, and describes all other items, if any, constituting underwriting compensation and the discounts and commissions to be allowed or paid to dealers, if any. If underwriters or dealers are used in the sale, the Securities will be acquired by the underwriters or dealers for their own account and may be resold from time to time in one or more transactions, including negotiated transactions, at a fixed public offering price or at varying prices determined by the underwriter or dealer at the time of sale. The relevant Underwriting Agreement will provide that the obligations of the underwriters are subject to certain conditions precedent, and the Company will agree, under the Underwriting Agreement, to indemnify the underwriters against certain civil liabilities, including liabilities under the Securities Act of 1933. Any agent involved in the offer or sale of the Securities in respect of which this Prospectus is delivered will be named, and any commissions payable by the Company to such agent will be set forth, in the Prospectus Supplement accompanying this Prospectus. Unless otherwise indicated in the Prospectus Supplement, any such agent will be acting on a best efforts basis for the period of its appointment. Agents and dealers may be entitled under agreements entered into with the Company to indemnification by the Company against certain civil liabilities, including liabilities under the Securities Act of 1933. If so indicated in the Prospectus Supplement accompanying this Prospectus, the Company will authorize agents, underwriters or dealers to solicit offers by certain institutions to purchase Securities from the Company at the offering price set forth in the Prospectus Supplement pursuant to delayed delivery contracts providing for payment and delivery on a specified date in the future. The Company anticipates that delayed delivery contracts would be used to facilitate the marketing of the Securities by accommodating institutions that wish to invest in the Securities but will not have funds available for the purchase until some date following the anticipated closing date. GE Capital Services, which owns all of the outstanding common stock of the Company, owns 100% of the common stock of Kidder, Peabody Group Inc. which in turn owns 100% of the common stock of Kidder, Peabody & Co. Incorporated ("Kidder"). Kidder in turn owns approximately 22% of the issued and outstanding common stock of PaineWebber Group Inc. ("PaineWebber") and Convertible Preferred Stock and Redeemable Preferred Stock of PaineWebber. As a result, any offering of Securities is required to be made in compliance with the applicable provisions of Schedule E to the By-Laws of the National Association of Securities Dealers, Inc. ("NASD"), which Schedule applies to offerings of securities of issuers affiliated with NASD members. In accordance therewith, no underwriter or dealer may confirm sales of Securities to accounts over which they exercise discretionary authority. For further information with respect to the terms of the offering of Securities in respect of which this Prospectus is being delivered, see the Prospectus Supplement accompanying this Prospectus. DESCRIPTION OF NOTES GENERAL The Notes are to be issued under one or more separate Indentures (each an "Indenture"), in each case between the Company and a banking institution organized under the laws of the United States or one of the states thereof (each a "Trustee"). None of the Indentures limits the amount of Notes or other unsecured, senior debt which may be issued thereunder or limits the amount of other debt, secured or unsecured, which may be issued by the Company. 4 The statements under this heading are subject to the detailed provisions of each Indenture, a copy of each of which is filed as an exhibit to the Registration Statement. Wherever particular provisions of the Indentures or terms defined therein are referred to, such provisions or definitions are incorporated by reference as a part of the statements made and the statements are qualified in their entirety by such reference. Reference is made to the Prospectus Supplement accompanying this Prospectus for the terms specified by the Company pursuant to the Indenture of, and other information with respect to, the Notes being offered thereby, including: (1) the designation, the aggregate principal amount and, if other than as provided herein, the authorized denominations of such Notes; (2) the percentage of their principal amount at which such Notes will be issued; (3) the date or dates on which such Notes will mature; (4) the currency, currencies or currency units in which the payments on such Notes will be payable; (5) the rate or rates at which such Notes will bear interest, if any, or the method of determination of such rate or rates; (6) the date or dates from which such interest, if any, shall accrue, the dates on which such interest, if any, will be payable and the method of determining holders to whom any such interest shall be payable; (7) the prices, if any, at which, and the dates at or after which, such Notes must or may be repaid, repurchased or redeemed; (8) the exchanges, if any, on which the Notes may be listed; and (9) the Trustee under the Indenture pursuant to which the Notes are to be issued. (Sections 2.02 and 2.02A.) Interest, if any, is to be payable to the persons, and in the manner, specified in the Prospectus Supplement accompanying this Prospectus and, unless otherwise specified in such Prospectus Supplement, will be computed on the basis of a 360-day year consisting of twelve 30-day months. (Section 2.10.) The Notes will be unsecured and will rank PARI PASSU (equally and ratably) with all other unsecured and unsubordinated indebtedness of the Company. Some of the Notes may be issued as discounted Notes to be sold at a substantial discount below their stated principal amount. Federal income tax consequences and other special considerations applicable to any such discounted Notes will be described in the Prospectus Supplement with respect to any such Notes. The Indentures do not contain any provisions (other than as described below under "Certain Covenants of the Company") that limit the ability of the Company to incur indebtedness or that afford holders of Securities protection in the event GE Company, as sole indirect stockholder of the Company, causes the Company to engage in a highly leveraged transaction, reorganization, restructuring, merger or similar transaction. GLOBAL NOTES, DELIVERY AND FORM Except as otherwise set forth in the Prospectus Supplement accompanying this Prospectus, the Notes will be issued in the form of one or more fully registered Global Notes that will be deposited with, or on behalf of, The Depository Trust Company, New York, New York (the "Depository") and registered in the name of the Depository's nominee. The Depository currently limits the maximum denomination of any single Global Note to $200,000,000. For purposes of this Prospectus, "Global Note" refers to the Global Note or Global Notes representing an entire issue of Notes. Except as set forth below, a Global Note may be transferred, in whole and not in part, only to another nominee of the Depository or to a successor of the Depository or its nominee. The Depository has advised as follows: it is a limited-purpose trust company which was created to hold securities for its participating organizations (the "Participants") and to facilitate the clearance and settlement of securities transactions in such securities between Participants through electronic book-entry charges in accounts of its Participants. Participants include securities brokers and dealers, banks, trust companies, clearing corporations and certain other organizations. Access to the Depository's system is also available to others such as banks, brokers, dealers and trust companies that clear through or maintain a custodial relationship with a Participant, either directly or indirectly ("indirect participants"). Persons who are not Participants may beneficially own securities held by the Depository only through Participants or indirect participants. 5 The Depository advises that pursuant to procedures established by it (i) upon issuance of a Global Note by the Company in connection with the sale thereof to an underwriter or underwriters, the Depository will credit the accounts of Participants designated by such underwriter or underwriters with the principal amount of the Notes purchased by such underwriter or underwriters, and (ii) ownership of beneficial interests in a Global Note will be shown on, and the transfer of that ownership will be effected only through, records maintained by the Depository (with respect to Participants), by the Participants (with respect to indirect participants and certain beneficial owners) and by the indirect participants (with respect to all other beneficial owners). The laws of some states require that certain persons take physical delivery in definitive form of securities which they own. Consequently, the ability to transfer beneficial interests in a Global Note is limited to such extent. So long as a nominee of the Depository is the registered owner of a Global Note, such nominee for all purposes will be considered the sole owner or holder of such Notes under the Indenture. Except as provided below, owners of beneficial interests in a Global Note will not be entitled to have Notes registered in their names, will not receive or be entitled to receive physical delivery of Notes in definitive form, and will not be considered the owners or holders thereof under the Indenture. Neither the Company, the Trustee, any paying agent nor any registrar of the Notes will have any responsibility or liability for any aspect of the records relating to or payments made on account of beneficial ownership interests in a Global Note, or for maintaining, supervising or reviewing any records relating to such beneficial ownership interests. Payments of principal and interest, if any, on the Notes registered in the name of the Depository's nominee will be made by or on behalf of the Company in immediately available funds to the Depository's nominee as the registered owner of the Global Note. Under the terms of the Indenture, the Company and the Trustee will treat the persons in whose names the Notes are registered as the owners of such Notes for the purpose of receiving payment of principal and interest, if any, on such Notes and for all other purposes whatsoever. Therefore, neither the Company, the Trustee nor any paying agent has any direct responsibility or liability for the payment of principal or interest, if any, on the Notes to owners of beneficial interests in a Global Note. The Depository has advised the Company and the Trustee that its current practice is, upon receipt of any payment of principal or interest, to immediately credit the accounts of the Participants with such payment in amounts proportionate to their respective holdings in principal amount of beneficial interests in a Global Note as shown in the records of the Depository. The Depository's current practice is to credit such accounts, as to interest, in next-day funds and, as to principal, in same-day funds. Payments by Participants and indirect participants to owners of beneficial interests in a Global Note will be governed by standing instructions and customary practices, as is now the case with securities held for the accounts of customers in bearer form or registered in "street name," and will be the responsibility of the Participants or indirect participants. If the Depository is at any time unwilling or unable to continue as depository and a successor depository is not appointed by the Company within 90 days, the Company will issue Notes in definitive form in exchange for a Global Note. In addition, the Company may at any time determine not to have the Notes represented by a Global Note and, in such event, will issue Notes in definitive form in exchange for a Global Note. In either instance, an owner of a beneficial interest in a Global Note will be entitled to have Notes equal in principal amount to such beneficial interest registered in its name and will be entitled to physical delivery of such Notes in definitive form. Notes so issued in definitive form will be issued in denominations of $1,000 and integral multiples thereof and will be issued in registered form only, without coupons, and the Company will maintain in the Borough of Manhattan, The City of New York, one or more offices or agencies where such Notes may be presented for payment and may be transferred or exchanged. No service charge will be made for any transfer or exchange of such Notes, but the Company may require payment of a sum sufficient to cover any tax or other governmental charge payable in connection therewith. MODIFICATION OF THE INDENTURES Each Indenture permits the Company and the Trustee thereunder, with the consent of the holders of not less than 66 2/3% in aggregate principal amount of the Notes of each series affected outstanding, to add 6 any provisions to or change in any manner or eliminate any of the provisions of such Indenture or modify in any manner the rights of the holders of Notes of each such series, PROVIDED that no such addition or modification shall (i) among other things, extend the fixed maturity of any Notes or reduce the principal amount thereof (including in the case of a discounted Note the amount payable upon acceleration of the maturity thereof), reduce the redemption premium thereon or reduce the rate or extend the time of payment of interest, if any, thereon, or (ii) reduce the aforesaid percentage of principal amount of such Notes of any series, the consent of the holders of which is required for any addition or modification, without in each case the consent of the holder of each such Note so affected. (Section 10.02.) EVENTS OF DEFAULT An Event of Default with respect to any series of Notes is defined in each Indenture as being: (a) default in any payment of principal or premium, if any, on any Note of such series; (b) default for 30 days in payment of any interest on any Note of such series; (c) default in the making or satisfaction of any sinking fund payment or analogous obligation on the Notes of such series; (d) default for 60 days after written notice to the Company in performance of any other covenant in respect of the Notes of such series contained in such Indenture; (e) a default, as defined, with respect to any other series of Notes outstanding under the relevant Indenture or as defined in any other indenture or instrument evidencing or under which the Company has outstanding any indebtedness for borrowed money, as a result of which such other series or such other indebtedness of the Company shall have been accelerated and such acceleration shall not have been annulled within 10 days after written notice thereof (PROVIDED, that the resulting Event of Default with respect to such series of Notes may be remedied, cured or waived by the remedying, curing or waiving of such other default under such other series or such other indebtedness); or (f) certain events in bankruptcy, insolvency or reorganization. (Section 6.01.) Each Indenture requires the Company to deliver to the Trustee annually a written statement as to the presence or absence of certain defaults under the terms thereof. (Section 4.06.) No Event of Default with respect to a particular series of Notes under any Indenture necessarily constitutes an Event of Default with respect to any other series of Notes issued thereunder. Each Indenture provides that the Trustee may withhold notice to the holders of any series of Notes issued thereunder of any default (except in the payment of principal, premium, if any, or interest, if any, on any of the Notes of such series or in the making of any sinking fund instalment or analogous obligation with respect to such series) if the Trustee considers it in the interest of such Noteholders to do so. (Section 6.08.) Each Indenture provides that during the continuance of an Event of Default with respect to any series of Notes, either the Trustee thereunder or the holders of 25% in aggregate principal amount of the outstanding Notes of such series may declare the principal, or in the case of discounted Notes, such portion thereof as may be described in the Prospectus Supplement accompanying this Prospectus, of all such Notes to be due and payable immediately, but under certain conditions such declaration may be annulled by the holders of a majority in principal amount of such Notes then outstanding. Each Indenture provides that past defaults with respect to a particular series of Notes (except, unless theretofore cured, a default in payment of principal of, premium, if any, or interest, if any, on any of the Notes of such series, or the payment of any sinking fund instalment or analogous obligation on the Notes of such series) may be waived on behalf of the holders of all Notes of such series by the holders of a majority in principal amount of such Notes then outstanding. (Sections 6.01 and 6.07.) Subject to the provisions of each Indenture relating to the duties of the Trustee thereunder in case an Event of Default with respect to any series of Notes shall occur and be continuing, such Trustee shall be under no obligation to exercise any of its rights or powers under such Indenture at the request, order or direction of any holders of Notes of any series issued thereunder unless such holders shall have offered to the Trustee reasonable indemnity. (Sections 7.01 and 7.02.) Subject to such indemnification provision, each Indenture provides that the holders of a majority in principal amount of the Notes of any series issued thereunder at the time outstanding shall have the right to direct the time, method and place of conducting any proceeding for any remedy available to the Trustee thereunder, or exercising any trust or power conferred on such Trustee with respect to the Notes of such series, provided that such Trustee may decline to follow any such direction if it has not been offered reasonable indemnity therefor or if it determines that the proceedings so directed would be illegal or involve it in any personal liability. (Section 6.07.) 7 CONCERNING THE TRUSTEE The Chase Manhattan Bank, N.A., as successor to The Bank of New York, acts as trustee under (i) an Amended and Restated Indenture with the Company dated as of June 1, 1994, as amended and supplemented, (ii) an Amended and Restated Indenture with the Company dated as of June 15, 1994, as amended and supplemented, and (iii) an Indenture with the Company dated as of October 1, 1991. A number of series of senior, unsecured notes of the Company are presently outstanding under each of such indentures, and any of the Notes may be issued under either of the indentures referred to in clauses (i) and (ii) above. Any material business and other relationships (including additional trusteeships), other than the present and prospective trusteeships referred to in the foregoing paragraph, between, on the one hand, the Company, GE Company and other affiliates of GE Company and, on the other hand, each Trustee under any Indenture pursuant to which any of the Notes to which the Prospectus Supplement accompanying this Prospectus relates are to be issued, are described in such Prospectus Supplement. DESCRIPTION OF WARRANTS GENERAL The following statements with respect to the Warrants are summaries of the detailed provisions of one or more separate Warrant Agreements (each a "Warrant Agreement") between the Company and a banking institution organized under the laws of the United States or one of the states thereof (each a "Warrant Agent"), a form of which is filed as an exhibit to the Registration Statement. Wherever particular provisions of the Warrant Agreement or terms defined therein are referred to, such provisions or definitions are incorporated by reference as a part of the statements made, and the statements are qualified in their entirety by such reference. The Warrants will be evidenced by Warrant Certificates (the "Warrant Certificates") and, except as otherwise specified in the Prospectus Supplement accompanying this Prospectus, may be traded separately from any Notes with which they may be issued. Warrant Certificates may be exchanged for new Warrant Certificates of different denominations at the office of the Warrant Agent. The holder of a Warrant does not have any of the rights of a Noteholder in respect of, and is not entitled to any payments on, any Note issuable (but not yet issued) upon exercise of the Warrants. The Warrants may be issued in one or more series, and reference is made to the Prospectus Supplement accompanying this Prospectus relating to the particular series of Warrants, if any, offered thereby for the terms of, and other information with respect to, such Warrants, including: (1) the title and the aggregate number of Warrants; (2) the Notes for which each Warrant is exercisable; (3) the date or dates on which such Warrants will expire; (4) the price or prices at which such Warrants are exercisable; (5) the currency or currencies in which such Warrants are exercisable; (6) the periods during which and places at which such Warrants are exercisable; (7) the terms of any mandatory or optional call provisions; (8) the price or prices, if any, at which the Warrants may be redeemed at the option of the holder or will be redeemed upon expiration; (9) the identity of the Warrant Agent; and (10) the exchanges, if any, on which such Warrants may be listed. EXERCISE OF WARRANTS Warrants may be exercised by payment to the Warrant Agent of the exercise price, in each case in such currency or currencies as are specified in the Warrant, and communicating the identity of the Warrantholder and the number of Warrants to be exercised. Upon receipt of payment and the Warrant Certificate properly completed and duly executed, at the office of the Warrant Agent, the Warrant Agent will, as soon as practicable, forward Notes in authorized denominations. If less than all of the Warrants evidenced by the Warrant Certificate are exercised, a new Warrant Certificate will be issued for the remaining amount of Warrants. 8 LEGAL OPINIONS Except as may be otherwise specified in the Prospectus Supplement accompanying this Prospectus, the legality of the Securities will be passed upon for the Company by one of Nancy E. Barton, a director and Senior Vice President, General Counsel and Secretary of the Company or Bruce C. Bennett, Associate General Counsel -- Treasury Operations and Assistant Secretary of the Company, and for the underwriters, agents or dealers by Davis Polk & Wardwell, 450 Lexington Avenue, New York, New York 10017. Ms. Barton and Mr. Bennett, together with members of their families, own, have options to purchase and have other interests in shares of common stock of GE Company. EXPERTS The financial statements and schedule of General Electric Capital Corporation and consolidated affiliates as of December 31, 1995 and 1994 and for each of the years in the three-year period ended December 31, 1995, appearing in the Company's Annual Report on Form 10-K for the year ended December 31, 1995, incorporated by reference herein, have been incorporated herein in reliance upon the report of KPMG Peat Marwick LLP, independent certified public accountants, incorporated by reference herein, and upon the authority of said firm as experts in accounting and auditing. 9 PART II INFORMATION NOT REQUIRED IN PROSPECTUS ITEM 14. OTHER EXPENSES OF ISSUANCE AND DISTRIBUTION. The expenses in connection with the issuance and distribution of the securities being registered, other than underwriting compensation, are: Filing Fee for Registration Statement........................................ $3,997,100 Accounting Fees and Expenses................................................. 53,000* NASD Schedule E filing and counsel fees...................................... 40,000 Trustees' and Warrant Agents' Fees and Expenses (including counsel fees)..... 15,000* Blue Sky filing and counsel fees............................................. 45,000* Printing and Engraving Fees.................................................. 150,000* Rating Agency Fees........................................................... 550,000* Miscellaneous................................................................ 1,500* ---------- Total........................................................ $4,851,600* ---------- ---------- - -------------------------- * Estimated, and subject to future contingencies.
ITEM 15. INDEMNIFICATION OF DIRECTORS AND OFFICERS. Under Sections 7018-7022 of the New York Banking Law the Company may or shall, subject to various exceptions and limitations, indemnify its directors or officers as follows: a. If a director or officer is made or threatened to be made a party to an action by or in the right of the Company to procure a judgment in its favor, by reason of the fact that he is or was a director or officer of the Company or is or was serving at the request of the Company as a director or officer of some other enterprise (including an employee benefit plan), the Company may indemnify him against amounts paid in settlement and reasonable expenses, including attorney's fees, incurred in the defense or settlement of such action or an appeal therein, if such director or officer acted, in good faith, for a purpose which he reasonably believed to be in (or, in the case of service for any other enterprise, not opposed to) the best interests of the Company, except that no indemnification is available under such statutory provisions in respect of a threatened action or a pending action which is settled or otherwise disposed of, or any claim or issue or matter as to which such person is found liable to the Company, unless in each such case a court determines that such person is fairly and reasonably entitled to indemnity for such amount as the court deems proper. b. With respect to any action or proceeding other than one by or in the right of the Company to procure a judgment in its favor, if a director or officer is made or threatened to be made a party by reason of the fact that he was a director or officer of the Company, or served some other enterprise (including an employee benefit plan) at the request of the Company, the Company may indemnify him against judgments, fines, amounts paid in settlement and reasonable expenses, including attorney's fees incurred as a result of such action or proceeding, or an appeal therein, if he acted in good faith for a purpose which he reasonably believed to be in (or, in the case of service for any other enterprise, not opposed to) the best interests of the Company and, in criminal actions or proceedings, in addition, had no reasonable cause to believe that his conduct was unlawful. c. A director or officer who has been successful, on the merits or otherwise, in the defense of a civil or criminal action or proceeding of the character described in subparagraphs a or b above, shall be entitled to indemnification as authorized in such paragraphs. The foregoing statement is subject to the detailed provisions of Sections 7018-7022 of the New York Banking Law. The indemnification and advancement of expenses granted pursuant to the New York Banking Law, as summarized in the foregoing paragraph, are not exclusive of any other rights to indemnification or advancement of expenses to which a director or officer may be entitled, provided that no indemnification may be made if a judgment adverse to the director or officer establishes that his acts were committed in bad faith or were the result of active and deliberate dishonesty and were material to the cause so adjudicated, or that he personally gained a financial profit or other advantage to which he was not legally entitled. The By-Laws of the Company provide that directors and officers of the Company shall be indemnified to the fullest extent permitted by law in connection with any actual or II-1 threatened action or proceeding (including civil, criminal, administrative or investigative proceedings) arising out of their service to the Company or to another organization at the Company's request. Persons who are not directors or officers of the Company may be similarly indemnified in respect of such service to the extent authorized at any time by the Board of Directors. Reference is made to Article VI of the Underwriting Agreement filed as Exhibit 1(a) hereto for a description of the indemnification arrangements in connection with any underwritten offering of the Securities registered hereby. The directors of the Company are insured under officers and directors liability insurance policies purchased by GE Company. The directors, officers and employees of the Company are also insured against fiduciary liabilities under the Employee Retirement Income Security Act of 1974. ITEM 16. EXHIBITS.
EXHIBIT INCORPORATED BY REFERENCE NUMBER TO FILINGS INDICATED DESCRIPTION - ------- ---------------------------------------------------- --------------------------------------------------------- 1(a) -- Exhibit 1(a) to the Company's Registration Form of Underwriting Agreement. Statement on Form S-3 (No. 33-50909). (b) -- Exhibit 1(b) to the Company's Registration Form of Amended and Restated U.S. Distribution Agreement Statement on Form S-3 (No. 33-50909). dated as of August 31, 1993 among the Company and the Dealers party thereto. (c) -- Exhibit 1(c) to the Company's Registration Form of Amended and Restated Euro Distribution Agreement Statement on Form S-3 (No. 33-50909). dated as of August 31, 1993 among the Company and the Dealers party thereto. 4(a) -- Exhibit 4(a) to the Company's Registration Form of Amended and Restated General Electric Capital Statement on Form S-3 (No. 33-54009). Corporation Standard Global Multiple-Series Indenture Provisions dated as of June 1, 1994. (b) -- Exhibit 4(b) to the Company's Registration Statement Form of Amended and Restated General Electric Capital on Form S-3 (No. 33-54009). Corporation Standard Multiple-Series Indenture Provisions dated as of June 1, 1994. (c) -- Exhibit 4(c) to the Company's Registration Statement Form of Amended and Restated Indenture dated as of June on Form S-3 (No. 33-54009). 1, 1994 between the Company The Chase Manhattan Bank, N.A., as successor trustee. (d) -- Exhibit 4(d) to the Company's Registration Statement Form of Amended and Restated Indenture dated as of June on Form S-3 (No. 33-54009). 15, 1994 between the Company and The Chase Manhattan Bank, N.A., as successor trustee. (e) -- Form of First Supplemental Indenture to Amended and Restated Indenture dated as of June 1, 1994 among the Company and The Chase Manhattan Bank (National Association), as successor trustee. (f) -- Form of First Supplemental Indenture to Amended and Restated Indenture dated as of June 1, 1994 among the Company and The Chase Manhattan Bank (National Association), as successor trustee. (g) -- Exhibit 4(f) to the Company's Registration Statement Form of Note [Full Coupon]. on Form S-3 (No. 33-18118). (h) -- Exhibit 4(g) to the Company's Registration Statement Form of Note [Deep Discount]. on Form S-3 (No. 33-18118). (i) -- Exhibit 4(h) to the Company's Registration Statement Form of Note [Zero Coupon]. on Form S-3 (No. 33-18118).
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EXHIBIT INCORPORATED BY REFERENCE NUMBER TO FILINGS INDICATED DESCRIPTION - ------- ---------------------------------------------------- --------------------------------------------------------- (j) -- Exhibit 4(i) to the Company's Registration Statement Form of Note [Variable Rate]. on Form S-3 (No. 33-18118). (k) -- Exhibit 4(j) to the Company's Registration Statement Form of Note [Extendible]. on Form S-3 (No. 33-18118). (l) -- Exhibit 4(k) to the Company's Registration Statement Form of Warrant Agreement. on Form S-3 (No. 33-18118). (m) -- Exhibit 4(u) to the Company's Registration Statement Form of Global Medium-Term Note, Series A, Fixed Rate on Form S-3 (No. 33-50909). Registered Note. (n) -- Exhibit 4(v) to the Company's Registration Statement Form of Global Medium-Term Note, Series A, Floating Rate on Form S-3 (No. 33-50909). Registered Note. (o) -- Exhibit 4(w) to the Company's Registration Statement Form of Global Medium-Term Note, Series B/C, Fixed Rate on Form S-3 (No. 33-50909). Temporary Global Bearer Note. (p) -- Exhibit 4(x) to the Company's Registration Statement Form of Global Medium-Term Note, Series B/C, Floating on Form S-3 (No. 33-50909). Rate Temporary Global Bearer Note. (q) -- Exhibit 4(y) to the Company's Registration Statement Form of Global Medium-Term Note, Series B/C, Fixed Rate on Form S-3 (No. 33-50909). Bearer/Registered Note. (r) -- Exhibit 4(z) to the Company's Registration Statement Form of Global Medium-Term Note, Series B/C, Floating on Form S-3 (No. 33-50909). Rate Bearer/Registered Note. (s) -- Exhibit 4(aa) to the Company's Registration Form of Global Medium-Term Note, Series B/C, Fixed Rate Statement on Form S-3 (No. 33-50909). Permanent Global Bearer Note. (t) -- Exhibit 4(bb) to the Company's Registration Form of Global Medium-Term Note, Series B/C, Floating Statement on Form S-3 (No. 33-50909). Rate Permanent Global Bearer Note. 5 -- Opinion and consent of Bruce C. Bennett, Associate General Counsel--Treasury Operations and Assistant Secretary of the Company. 12 Computation of ratio of earnings to fixed charges. 23 -- Consent of KPMG Peat Marwick LLP (contained in Part II of this Registration Statement). Consent of Bruce C. Bennett is included in his opinion referred to in Exhibit 5 above. Consent of James Kalashian, General Tax Counsel of the Company. 24 -- Power of Attorney. 25(a) Form T-1 Statement of Eligibility and Qualification under the Trust Indenture Act of 1939 of The Chase Manhattan Bank, N.A., in respect of the Amended and Restated Indenture previously filed as Exhibit 4(c). (b) Form T-1 Statement of Eligibility and Qualification under the Trust Indenture Act of 1939 of The Chase Manhattan Bank, N.A., in respect of the Indenture previously filed as Exhibit 4(d).
ITEM 17. UNDERTAKINGS. The undersigned registrant hereby undertakes: (1) To file, during any period in which offers or sales are being made, a post-effective amendment to this registration statement (i) to include any prospectus required by Section 10(a)(3) of the Securities Act of 1933; (ii) to reflect in the prospectus any facts or events arising after the II-3 effective date of the registration statement (or the most recent post-effective amendment thereof) which, individually or in the aggregate, represent a fundamental change in the information set forth in the registration statement; and (iii) to include any material information with respect to the plan of distribution not previously disclosed in the registration statement or any material change to such information in the registration statement; PROVIDED, HOWEVER, that clauses (i) and (ii) do not apply if the registration statement is on Form S-3 or Form S-8 and the information required to be included in a post-effective amendment by those paragraphs is contained in periodic reports filed by the registrant pursuant to Section 13 or Section 15(d) of the Securities Exchange Act of 1934 that are incorporated by reference in the registration statement; (2) That, for the purpose of determining any liability under the Securities Act of 1933, each such post-effective amendment shall be deemed to be a new registration statement relating to the securities offered therein, and the offering of such securities at that time shall be deemed to be the initial bona fide offering thereof; (3) To remove from registration by means of a post-effective amendment any of the securities being registered which remain unsold at the termination of the offering; (4) That, for purposes of determining any liability under the Securities Act of 1933, each filing of the registrant's annual report pursuant to Section 13(a) or Section 15(d) of the Securities Exchange Act of 1934 that is incorporated by reference in the registration statement shall be deemed to be a new registration statement relating to the securities offered therein, and the offering of such securities at that time shall be deemed to be the initial bona fide offering thereof. Notwithstanding the foregoing, any increase or decrease in volume of securities offered (if the total dollar value of securities offered would not exceed that which was registered) and any deviation from the low or high end of the estimated maximum offering range may be reflected in the form of prospectus filed with the Commission pursuant to Rule 424(b) if, in the aggregate, the changes in volume and price represent no more than a 20% change in the maximum aggregate offering price set forth in the "Calculation of Registration Fee" table in the effective registration statement. Insofar as indemnification for liabilities arising under the Securities Act of 1933 may be permitted to directors, officers and controlling persons of the registrant pursuant to the provisions described under Item 15 above, or otherwise, the registrant has been advised that in the opinion of the Securities and Exchange Commission such indemnification is against public policy as expressed in the Act and is, therefore, unenforceable. In the event that a claim for indemnification against such liabilities (other than the payment by the registrant of expenses incurred or paid by a director, officer or controlling person of the registrant in the successful defense of any action, suit or proceeding) is asserted by such director, officer or controlling person in connection with the securities being registered, the registrant will, unless in the opinion of its counsel the matter has been settled by controlling precedent, submit to a court of appropriate jurisdiction the question whether such indemnification by it is against public policy as expressed in the Act and will be governed by the final adjudication of such issue. II-4 SIGNATURES Pursuant to the requirements of the Securities Act of 1933, the registrant, General Electric Capital Corporation, certifies that it has reasonable grounds to believe that it meets all of the requirements for filing on Form S-3 and has duly caused this Registration Statement to be signed on its behalf by the undersigned, thereunto duly authorized, in the City of Stamford, State of Connecticut, on the 2nd day of July, 1996. GENERAL ELECTRIC CAPITAL CORPORATION By _________/s/_JAMES A. PARKE________ (James A. Parke Senior Vice President, Finance) Pursuant to the requirements of the Securities Act of 1933, this Registration Statement has been signed below by the following persons in the capacities and on the date indicated.
SIGNATURE TITLE DATE - ------------------------------------------------------------ ------------------------------ -------------------- Chairman of the Board and * GARY C. WENDT Chief Executive Officer ----------------------------------------------------- (Principal Executive (Gary C. Wendt) Officer) * DENIS J. NAYDEN ----------------------------------------------------- President, Chief Operating (Denis J. Nayden) Officer and Director Senior Vice President, /s/ JAMES A. PARKE Finance and Director ----------------------------------------------------- (Principal Financial (James A. Parke) Officer) * JEFFREY S. WERNER Senior Vice President -- ----------------------------------------------------- Corporate Treasury and (Jeffrey S. Werner) Global Funding Operation July 2, 1996 * N.D.T. ANDREWS ----------------------------------------------------- Director (N.D.T. Andrews) * NANCY E. BARTON ----------------------------------------------------- Director (Nancy E. Barton) * JAMES R. BUNT ----------------------------------------------------- Director (James R. Bunt) * DENNIS D. DAMMERMAN ----------------------------------------------------- Director (Dennis D. Dammerman)
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SIGNATURE TITLE DATE - ------------------------------------------------------------ ------------------------------ -------------------- * PAOLO FRESCO ----------------------------------------------------- Director (Paolo Fresco) DALE F. FREY ----------------------------------------------------- Director (Dale F. Frey) * BENJAMIN W. HEINEMAN, JR. ----------------------------------------------------- Director (Benjamin W. Heineman, Jr.) * HUGH J. MURPHY ----------------------------------------------------- Director (Hugh J. Murphy) * MICHAEL A. NEAL ----------------------------------------------------- Director July 2, 1996 (Michael A. Neal) * JOHN M. SAMUELS ----------------------------------------------------- Director (John M. Samuels) * EDWARD D. STEWART ----------------------------------------------------- Director (Edward D. Stewart) * JOHN F. WELCH, JR. ----------------------------------------------------- Director (John F. Welch, Jr.) * JOAN C. AMBLE Vice President and Controller ----------------------------------------------------- (Principal Accounting (Joan C. Amble) Officer) *By /s/ JAMES A. PARKE ------------------------------------------------ Attorney-in-fact (James A. Parke)
II-6 CONSENT OF INDEPENDENT CERTIFIED PUBLIC ACCOUNTANTS We consent to incorporation by reference in the Registration Statement on Form S-3 of General Electric Capital Corporation of our report dated February 9, 1996 relating to the statement of financial position of General Electric Capital Corporation and consolidated affiliates as of December 31, 1995 and 1994 and the related statements of current and retained earnings and cash flows for each of the years in the three-year period ended December 31, 1995, and related schedule which report appears in the December 31, 1995 annual report on Form 10-K of General Electric Capital Corporation. We also consent to the reference to our firm under the heading "Experts" in the Registration Statement. KPMG PEAT MARWICK LLP Stamford, Connecticut July 1, 1996 -------------------- CONSENT OF COUNSEL The consent of Bruce C. Bennett, Associate General Counsel--Treasury Operations and Assistant Secretary of the Company, to the reference to such counsel under Legal Opinions in the Prospectus, and to the use of his opinion as an Exhibit to the Registration Statement, is included in said opinion. II-7 EXHIBIT INDEX
EXHIBIT PAGE NUMBER DESCRIPTION NUMBER - ------- -------------------------------------------------------------------------------- ------ 4(e) -- Form of First Supplemental Indenture to Amended and Restated Indenture dated as of June 1, 1994 between the Company and The Chase Manhattan Bank (National Association) as successor Trustee. 4(f) -- Form of First Supplemental Indenture to Amended and Restated Indenture dated as of June 15, 1994 between the Company and The Chase Manhattan Bank (National Association) as successor Trustee. 5 -- Opinion and consent of Bruce C. Bennett, Associate General Counsel--Treasury Operations and Assistant Secretary of the Company. 12 -- Computation of ratio of earnings to fixed charges. 23 -- Consent of KPMG Peat Marwick LLP (contained in Part II of this Registration Statement). Consent of Bruce C. Bennett is included in his opinion referred to in Exhibit 5 above. Consent of James Kalashian, General Tax Counsel of the Company. 24 -- Power of Attorney. 25(a) Form T-1 Statement of Eligibility and Qualification under the Trust Indenture Act of 1939 of The Chase Manhattan Bank, N.A., in respect of the Amended and Restated Indenture previously filed as Exhibit 4(c). (b) Form T-1 Statement of Eligibility and Qualification under the Trust Indenture Act of 1939 of The Chase Manhattan Bank, N.A., in respect of the Indenture previously filed as Exhibit 4(d).
EX-1.(E) 2 EXHIBIT 1(E) EXHIBIT 1(e) [FORM OF FIRST SUPPLEMENTAL INDENTURE] FIRST SUPPLEMENTAL INDENTURE, dated as of July __, 1996, between GENERAL ELECTRIC CAPITAL CORPORATION, a New York corporation (hereinafter called the "Company"), and THE CHASE MANHATTAN BANK (NATIONAL ASSOCIATION), a national association organized and existing under the laws of the United States, as successor trustee (hereinafter call the "Trustee"). WHEREAS, the Company has heretofore executed and delivered to the Trustee an Amended and Restated Indenture, dated as of June 1, 1994 (hereinafter called the "Amended and Restated Indenture"), pursuant to which one or more series of Securities has been issued. All terms used in this First Supplemental Indenture that are defined in the Amended and Restated Indenture shall have the meanings assigned to them in the Amended and Restated Indenture; WHEREAS, Section 10.01 of the Amended and Restated Indenture provides that without the consent of any Securityholders, the Company and the Trustee, at any time and from time to time, may enter into an indenture supplemental to the Amended and Restated Indenture in form satisfactory to the Trustee to make any change that does not adversely affect the interests of any Securityholder; WHEREAS, the Company, pursuant to the foregoing authority, proposes in and by this First Supplemental Indenture to amend the Indenture and has requested that the Trustee join in the execution of this First Supplemental Indenture; and WHEREAS, all things necessary to make this First Supplemental Indenture a valid agreement of the Company and the Trustee and a valid amendment of and supplement to the Amended and Restated Indenture have been done. NOW, THEREFORE, THIS FIRST SUPPLEMENTAL INDENTURE WITNESSETH: For and in consideration of the premises, it is mutually covenanted and agreed as follows: I. AMENDMENTS. A. The following amendments to the Amended and Restated Indenture shall apply to Securities authenticated and delivered by the Trustee under this Amended and Restated Indenture on or after the date of this First Supplemental Indenture: 2 (i) LIMITATION ON LIENS. Section 4.03 of the Amended and Restated Indenture, and the corresponding reference thereto to the Table of Contents thereto, is hereby deleted in its entirety. (ii) SECURITIES TO BE SECURED IN CERTAIN EVENTS. Section 11.02 of the Amended and Restated Indenture, and the corresponding reference thereto to the Table of Contents thereto, is hereby deleted in its entirety. (iii) SUPPLEMENTAL INDENTURES WITHOUT CONSENT OF SECURITYHOLDERS. The following clause is hereby deleted from the tenth and eleventh lines of Section 10.01(b) of the Amended and Restated Indenture: "or as may be required by Section 4.03 or Section 11.02." (iv) CONFORMING CHANGES. Each of the following section references in the Amended and Restated Indenture are deleted and replaced by the respective section references indicated below: CURRENT REFERENCE NEW REFERENCE Section 4.04 Section 4.03 Section 4.05 Section 4.04 Section 4.06 Section 4.05 Section 11.03 Section 11.02 Section 11.04 Section 11.03 B. The following amendment to the Amended and Restated Indenture shall apply to any Securities Outstanding on the date of this First Supplemental Indenture or hereafter authenticated and delivered by the Trustee hereunder: (i) SUPPLEMENTAL INDENTURES WITHOUT CONSENT OF SECURITYHOLDERS. Section 10.01(e) of the Amended and Restated Indenture is hereby amended by inserting the word "Outstanding" before the word "Securities" therein. 3 II. MISCELLANEOUS. A. INCORPORATION OF INDENTURE. All the provisions of this First Supplemental Indenture shall be deemed to be incorporated in, and made a part of, the Amended and Restated Indenture; and the Amended and Restated Indenture, as supplemented and amended by this First Supplemental Indenture, shall be read, taken and construed as one and the same instrument. B. HEADINGS. The headings of the Articles and Sections of this First Supplemental Indenture are inserted for convenience of information of reference and shall not be deemed to be a part thereof. C. COUNTERPARTS. This First Supplemental Indenture may be executed in any number of counterparts, each of which so executed shall be deemed to be an original, but all such counterparts shall together constitute but one and the same instrument. D. CONFLICT WITH TRUST INDENTURE ACT. If any provision hereof limits, qualified or conflicts with another provision hereof which is required to be included in this First Supplemental Indenture by any of the provisions of the Trust Indenture Act, such required provision shall control. E. SUCCESSORS AND ASSIGNS. All covenants and agreements in this First Supplemental Indenture by the Company shall bind its successors and assigns, whether so expressed or not. F. SEPARABILITY CLAUSE. In case any provision in this First Supplemental Indenture shall be invalid, illegal or unenforceable, the validity, legality and enforceability of the remaining provisions shall not in any way be affected or impaired thereby. G. BENEFITS OF FIRST SUPPLEMENTAL INDENTURE. Nothing in this First Supplemental Indenture, express or implied, shall give to any person, other than the parties hereto and their successors hereunder and the Securityholders, any benefit or any legal or equitable right, remedy or claim under this First Supplemental Indenture. 4 H. REGARDING THE TRUSTEE. The Trustee shall not be responsible for the correctness of the recitals herein, and makes no representation as to the validity or the sufficiency of this First Supplemental Indenture, be entitled to all of the benefits of all of the rights, privileges, immunities and indemnities of the Trustee provided for in the Indenture. IN WITNESS WHEREOF, the parties hereto have caused this First Supplemental Indenture to be duly executed, all as of the day and year first above written. GENERAL ELECTRIC CAPITAL CORPORATION By:____________________________________ Jeffrey S. Werner Senior Vice President - Corporate Treasury and Global Funding Operation ATTEST: ________________________ Assistant Secretary THE CHASE MANHATTAN BANK (NATIONAL ASSOCIATION), as Trustee By:____________________________________ Name: Title: ATTEST: _______________________ Title STATE OF CONNECTICUT) ) S.S.: COUNTY OF FAIRFIELD ) On the ____ day of July, 1996, before me personally came Jeffrey S. Werner, to me known, who, being by me duly sworn, did depose and say that he resides at 96 Southfield Avenue, Stamford, Connecticut 06902, that he is the Senior Vice President - Corporate Treasury and Global Funding Operation of General Electric Capital Corporation, one of the corporations described in and which executed the above instrument; that he knows the corporate seal of such corporation; that the seal affixed to said instrument is such corporate seal; that it was so affixed pursuant to authority of the Board of Directors of such corporation, and that he signed his name thereto pursuant to like authority. _______________________ Notary Public [notarial seal] STATE OF ) ) S.S.: COUNTY OF ) On the ____ day of _______, 1996, before me personally came _______, to me known, who, being by me duly sworn, did depose and say that s/he resides at __________, that s/he is _________ of The Chase Manhattan Bank (National Association), one of the corporations described in and which executed the above instrument; that s/he knows the corporate seal of such corporation; that the seal affixed to said instrument is such corporate seal; that it was so affixed pursuant to authority of the Board of Directors of such corporation, and that s/he signed her/his name thereto pursuant to like authority. _______________________ Notary Public [notarial seal] EX-1.(F) 3 EXHIBIT 1(F) EXHIBIT 1(f) FORM OF FIRST SUPPLEMENTAL INDENTURE] FIRST SUPPLEMENTAL INDENTURE, dated as of July __, 1996, between GENERAL ELECTRIC CAPITAL CORPORATION, a New York corporation (hereinafter called the "Company"), and THE CHASE MANHATTAN BANK (NATIONAL ASSOCIATION), a national association organized and existing under the laws of the United States, as successor trustee (hereinafter call the "Trustee"). WHEREAS, the Company has heretofore executed and delivered to the Trustee an Amended and Restated Indenture, dated as of June 15, 1994 (hereinafter called the "Amended and Restated Indenture"), pursuant to which one or more series of Securities has been issued. All terms used in this First Supplemental Indenture that are defined in the Amended and Restated Indenture shall have the meanings assigned to them in the Amended and Restated Indenture; WHEREAS, Section 10.01 of the Amended and Restated Indenture provides that without the consent of any Securityholders, the Company and the Trustee, at any time and from time to time, may enter into an indenture supplemental to the Amended and Restated Indenture in form satisfactory to the Trustee to make any change that does not adversely affect the interests of any Securityholder; WHEREAS, the Company, pursuant to the foregoing authority, proposes in and by this First Supplemental Indenture to amend the Indenture and has requested that the Trustee join in the execution of this First Supplemental Indenture; and WHEREAS, all things necessary to make this First Supplemental Indenture a valid agreement of the Company and the Trustee and a valid amendment of and supplement to the Amended and Restated Indenture have been done. NOW, THEREFORE, THIS FIRST SUPPLEMENTAL INDENTURE WITNESSETH: For and in consideration of the premises, it is mutually covenanted and agreed as follows: I. AMENDMENTS. A. The following amendments to the Amended and Restated Indenture shall apply to Securities authenticated and delivered by the Trustee under this Amended and Restated Indenture on or after the date of this First Supplemental Indenture: 2 (i) LIMITATION ON LIENS. Section 4.03 of the Amended and Restated Indenture, and the corresponding reference thereto to the Table of Contents thereto, is hereby deleted in its entirety. (ii) SECURITIES TO BE SECURED IN CERTAIN EVENTS. Section 11.02 of the Amended and Restated Indenture, and the corresponding reference thereto to the Table of Contents thereto, is hereby deleted in its entirety. (iii) SUPPLEMENTAL INDENTURES WITHOUT CONSENT OF SECURITYHOLDERS. The following clause is hereby deleted from the tenth and eleventh lines of Section 10.01(b) of the Amended and Restated Indenture: "or as may be required by Section 4.03 or Section 11.02." (iv) CONFORMING CHANGES. Each of the following section references in the Amended and Restated Indenture are deleted and replaced by the respective section references indicated below: CURRENT REFERENCE NEW REFERENCE Section 4.04 Section 4.03 Section 4.05 Section 4.04 Section 4.06 Section 4.05 Section 11.03 Section 11.02 Section 11.04 Section 11.03 B. The following amendment to the Amended and Restated Indenture shall apply to any Securities Outstanding on the date of this First Supplemental Indenture or hereafter authenticated and delivered by the Trustee hereunder: (i) SUPPLEMENTAL INDENTURES WITHOUT CONSENT OF SECURITYHOLDERS. Section 10.01(e) of the Amended and Restated Indenture is hereby amended by inserting the word "Outstanding" before the word "Securities" therein. 3 II. MISCELLANEOUS. A. INCORPORATION OF INDENTURE. All the provisions of this First Supplemental Indenture shall be deemed to be incorporated in, and made a part of, the Amended and Restated Indenture; and the Amended and Restated Indenture, as supplemented and amended by this First Supplemental Indenture, shall be read, taken and construed as one and the same instrument. B. HEADINGS. The headings of the Articles and Sections of this First Supplemental Indenture are inserted for convenience of information of reference and shall not be deemed to be a part thereof. C. COUNTERPARTS. This First Supplemental Indenture may be executed in any number of counterparts, each of which so executed shall be deemed to be an original, but all such counterparts shall together constitute but one and the same instrument. D. CONFLICT WITH TRUST INDENTURE ACT. If any provision hereof limits, qualified or conflicts with another provision hereof which is required to be included in this First Supplemental Indenture by any of the provisions of the Trust Indenture Act, such required provision shall control. E. SUCCESSORS AND ASSIGNS. All covenants and agreements in this First Supplemental Indenture by the Company shall bind its successors and assigns, whether so expressed or not. F. SEPARABILITY CLAUSE. In case any provision in this First Supplemental Indenture shall be invalid, illegal or unenforceable, the validity, legality and enforceability of the remaining provisions shall not in any way be affected or impaired thereby. G. BENEFITS OF FIRST SUPPLEMENTAL INDENTURE. Nothing in this First Supplemental Indenture, express or implied, shall give to any person, other than the parties hereto and their successors hereunder and the Securityholders, any benefit or any legal or equitable right, remedy or claim under this First Supplemental Indenture. 4 H. REGARDING THE TRUSTEE. The Trustee shall not be responsible for the correctness of the recitals herein, and makes no representation as to the validity or the sufficiency of this First Supplemental Indenture, be entitled to all of the benefits of all of the rights, privileges, immunities and indemnities of the Trustee provided for in the Indenture. IN WITNESS WHEREOF, the parties hereto have caused this First Supplemental Indenture to be duly executed, all as of the day and year first above written. GENERAL ELECTRIC CAPITAL CORPORATION By:____________________________________ Jeffrey S. Werner Senior Vice President - Corporate Treasury and Global Funding Operation ATTEST: ________________________ Assistant Secretary THE CHASE MANHATTAN BANK (NATIONAL ASSOCIATION), as Trustee By:____________________________________ Name: Title: ATTEST: _______________________ Title STATE OF CONNECTICUT) ) S.S.: COUNTY OF FAIRFIELD ) On the ____ day of July, 1996, before me personally came Jeffrey S. Werner, to me known, who, being by me duly sworn, did depose and say that he resides at 96 Southfield Avenue, Stamford, Connecticut 06902, that he is the Senior Vice President - Corporate Treasury and Global Funding Operation of General Electric Capital Corporation, one of the corporations described in and which executed the above instrument; that he knows the corporate seal of such corporation; that the seal affixed to said instrument is such corporate seal; that it was so affixed pursuant to authority of the Board of Directors of such corporation, and that he signed his name thereto pursuant to like authority. _______________________ Notary Public [notarial seal] STATE OF ) ) S.S.: COUNTY OF ) On the ____ day of _______, 1996, before me personally came _______, to me known, who, being by me duly sworn, did depose and say that s/he resides at __________, that s/he is _________ of The Chase Manhattan Bank (National Association), one of the corporations described in and which executed the above instrument; that s/he knows the corporate seal of such corporation; that the seal affixed to said instrument is such corporate seal; that it was so affixed pursuant to authority of the Board of Directors of such corporation, and that s/he signed her/his name thereto pursuant to like authority. _______________________ Notary Public [notarial seal] EX-5 4 EXHIBIT 5 EXHIBIT 5 July 2, 1996 General Electric Capital Corporation 260 Long Ridge Road Stamford, CT 06927 Ladies and Gentlemen: I have examined the Registration Statement on Form S-3 being filed by General Electric Capital Corporation (the "Company") with the Securities and Exchange Commission under the Securities Act of 1933, as amended, for the registration of (i) $7,500,000,000 aggregate principal amount of the Company's debt securities (the "Notes"), to be issued from time to time either in whole under one or the other of two amended and restated indentures, or in part under each of such indentures, one of which is dated as of June 1, 1994, between the Company and The Chase Manhattan Bank (National Association), as Successor Trustee, as supplemented through the date hereof, and the other one of which is dated as of June 15, 1994, between the Company and The Chase Manhattan Bank (National Association), as Successor Trustee, as supplemented through the date hereof (each of such indentures, as so supplemented, being herein called an "Indenture" and such indentures being collectively called the "Indentures") and (ii) an indeterminate number of warrants (the "Warrants") to purchase any of the Notes to be issued under one or more warrant agreements between the Company and a banking institution organized under the laws of the United States or one of the states hereof, as Warrant Agent (each a "Warrant Agreement"). In my opinion, when a. the issuance of the Notes and approval of the final terms thereof have been duly authorized by appropriate corporate action and the Notes have been duly executed, authenticated and delivered against payment therefor, b. the issuance of the Warrants and approval of the final terms thereof have been duly authorized by appropriate corporate action and the Warrants have been duly executed, countersigned and delivered against payment therefor, and c. the related Warrant Agreement or Warrant Agreements, as the case may be, under which the Warrants are to be issued have been duly authorized, executed and delivered, subject to the final terms of the Notes being in compliance with then applicable law, the Notes will be valid and binding obligations of the Company, enforceable against the Company in accordance with their terms and will entitle the holders thereof to the benefits provided by the related Indenture or Indentures, as the case may be, pursuant to which such Notes were issued and (ii) the Warrants will be valid and binding obligations of the Company, enforceable against the Company in accordance with their terms and will entitle the holders thereof to the benefits provided by the related Warrant Agreement or Warrant Agreements, as the case may be, pursuant to which such Warrants were issued, except in each case as the enforceability thereof may be limited by applicable bankruptcy, insolvency, reorganization, moratorium or similar laws affecting creditors' rights generally and by general equitable principles (regardless of whether the issue of enforceability is considered in a proceeding in equity or at law). I hereby consent to the filing of this opinion as an exhibit to the Registration Statement and to the reference to myself under the caption "Legal Opinions" in the Registration Statement. Very truly yours, /s/ Bruce C. Bennett Bruce C. Bennett dok EX-12 5 EXHIBIT 12 EXHIBIT 12 GENERAL ELECTRIC CAPITAL CORPORATION AND CONSOLIDATED AFFILIATES COMPUTATION OF RATIO OF EARNINGS TO FIXED CHARGES
THREE MONTHS ENDED YEAR ENDED DECEMBER 31, MARCH 30, -------------------------------------- 1996 1995 1994 1993 1992 1991 ------------ ------ ------ ------ ------ ------ (DOLLAR AMOUNTS IN MILLIONS) Net earnings................................................ $ 605 $2,261 $1,918 $1,478 $1,251 $1,125 Provision for income taxes.................................. 289 1,071 896 664 415 362 Minority interest........................................... 25 81 109 114 14 (7) ------ ------ ------ ------ ------ ------ Earnings before income taxes and minority interest.......... 919 3,413 2,923 2,256 1,680 1,480 ------ ------ ------ ------ ------ ------ Fixed charges: Interest.................................................. 1,683 6,520 4,464 3,503 3,713 4,280 One-third of rentals...................................... 40 170 153 138 90 34 ------ ------ ------ ------ ------ ------ Total fixed charges......................................... 1,723 6,690 4,617 3,641 3,803 4,314 ------ ------ ------ ------ ------ ------ Less interest capitalized, net of amortization.............. 6 21 9 4 6 7 ------ ------ ------ ------ ------ ------ Earnings before income taxes and minority interest plus fixed charges...................... $ 2,636 $10,082 $7,531 $5,893 $5,477 $5,787 ------ ------ ------ ------ ------ ------ ------ ------ ------ ------ ------ ------ Ratio of earnings to fixed charges.......................... 1.53 1.51 1.63 1.62 1.44 1.34 ------ ------ ------ ------ ------ ------ ------ ------ ------ ------ ------ ------
EX-23 6 EXHIBIT 23 EXHIBIT 23 CONSENT I hereby consent to the inclusion of my opinion under the caption "United States Tax Considerations" or any similar caption referring to United States taxation and to any reference to me under the caption "Legal Opinions" in any Prospectus Supplement or Pricing Supplement included in the Prospectus included in this Registration Statement. /s/ James K. Kalashian James M. Kalashian GE Capital Corporation General Tax Counsel July 2, 1996 EX-24 7 EXHIBIT 24 EXHIBIT 24 POWER OF ATTORNEY KNOW ALL MEN BY THESE PRESENTS, that each of the undersigned, being directors and/or officers of General Electric Capital Corporation., a New York corporation (the "Corporation"), hereby constitutes and appoints Gary C. Wendt, Denis J. Nayden, James A. Parke, Jeffrey S. Werner and Nancy E. Barton, and each of them, his or her true and lawful attorney-in-fact and agent, with full power of substitution and resubstitution, for him or her and in his or her name, place and stead in any and all capacities, to execute in the name of each such person and to file (i) a Registration Statement of the Corporation on Form S-3 under the Securities Act of 1933, as amended, with respect to $7,500,000,000 aggregate principal amount of the Corporation's Debt Securities and Warrants to purchase such Debt Securities, and (ii) any and all amendments and post-effective amendments to such Registration Statement as such person or persons executing the same pursuant to this Power of Attorney may approve. This Power of Attorney may be signed in any number of counterparts, each of which shall constitute an original and all of which, taken together, shall constitute one Power of Attorney. IN WITNESS WHEREOF, each of the undersigned has hereunto set his or her hand this 27th day of June, 1996. /s/ GARY C. WENDT /s/ JAMES A. PARKE Gary C. Wendt James A. Parke Chairman of the Board and Senior Vice President, Finance Chief Executive Officer and Director (Principal Financial Officer) (Principal Executive Officer) /s/ JEFFREY S. WERNER /s/ JOAN C. AMBLE Jeffrey S. Werner Joan C. Amble Senior Vice President - Corporate Treasury Vice President and Controller and Global Funding Operation (Principal Accounting Officer) /s/ DENIS J. NAYDEN /s/ NIGEL D.T. ANDREWS Denis J. Nayden Nigel D.T. Andrews President, Chief Operating Director Officer and Director /s/ NANCY E. BARTON /s/ JAMES R. BUNT Nancy E. Barton James R. Bunt Director Director /s/ DENNIS D. DAMMERMAN /s/ PAOLO FRESCO Dennis D. Dammerman Paolo Fresco Director Director /s/ DALE F. FREY /s/ BENJAMIN W. HEINEMAN, JR. Dale F. Frey Benjamin W. Heineman, Jr. Director Director /s/ HUGH J. MURPHY /s/ MICHAEL A. NEAL Hugh J. Murphy Michael A. Neal Director Director /s/ JOHN M. SAMUELS /s/ EDWARD D. STEWART John M. Samuels Edward D. Stewart Director Director /s/ JOHN F. WELCH, JR. John F. Welch, Jr. Director EX-25.(A) 8 EXHIBIT 25(A) Exhibit 25(a) Securities Act of 1933 File No. ------------ (If application to determine eligibility of trustee for delayed offering pursuant to Section 305 (b) (2)) - -------------------------------------------------------------------------------- - -------------------------------------------------------------------------------- SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 --------------------- FORM T-1 STATEMENT OF ELIGIBILITY UNDER THE TRUST INDENTURE ACT OF 1939 OF A CORPORATION DESIGNATED TO ACT AS TRUSTEE CHECK IF AN APPLICATION TO DETERMINE ELIGIBILITY OF A TRUSTEE PURSUANT TO SECTION 305(b)(2) ---------- --------------------- THE CHASE MANHATTAN BANK (NATIONAL ASSOCIATION) (Exact name of trustee as specified in its charter) 13-2633612 (I.R.S. Employer Identification Number) 1 CHASE MANHATTAN PLAZA, NEW YORK, NEW YORK (Address of principal executive offices) 10081 (Zip Code) --------------------- GENERAL ELECTRIC CAPITAL CORPORATION. (Exact name of obligor as specified in its charter) NEW YORK (State or other jurisdiction of incorporation or organization) 13-1500700 (I.R.S. Employer Identification No.) 260 LONG RIDGE ROAD STAMFORD, CONNECTICUT (Address principal executive offices) 06927 (Zip Code) --------------------- DEBT SECURITIES WARRANTS TO PURCHASE DEBT SECURITIES (Title of the indenture securities) - -------------------------------------------------------------------------------- - -------------------------------------------------------------------------------- ITEM 1. GENERAL INFORMATION. Furnish the following information as to the trustee: (a) Name and address of each examining or supervising authority to which it is subject. Comptroller of the Currency, Washington, D.C. Board of Governors of The Federal Reserve System, Washington, D. C. (b) Whether it is authorized to exercise corporate trust powers. Yes. ITEM 2. AFFILIATIONS WITH THE OBLIGOR. If the obligor is an affiliate of the trustee, describe each such affiliation. The Trustee is not the obligor, nor is the Trustee directly or indirectly controlling, controlled by, or under common control with the obligor. (See Note on Page 2.) ITEM 16. LIST OF EXHIBITS. List below all exhibits filed as a part of this statement of eligibility. *1. -- A copy of the articles of association of the trustee as now in effect . (See Exhibit T-1 (Item 12), Registration No. 33- 55626.) *2. -- Copies of the respective authorizations of The Chase Manhattan Bank (National Association) and The Chase Bank of New York (National Association) to commence business and a copy of approval of merger of said corporations, all of which documents are still in effect. (See Exhibit T-1 (Item 12), Registration No. 2- 67437.) *3. -- Copies of authorizations of The Chase Manhattan Bank (National Association) to exercise corporate trust powers, both of which documents are still in effect. (See Exhibit T-1 (Item 12), Registration No. 2-67437.) *4. -- A copy of the existing by-laws of the trustee. (See Exhibit T-1 (Item 12(a)), Registration No. 22-26320.) *5. -- A copy of each indenture referred to in Item 4, if the obligor is in default. (Not applicable.) *6. -- The consents of United States institutional trustees required by Section 321(b) of the Act. (See Exhibit T-1, (Item 12), Registration No. 22-19019.) 7. -- A copy of the latest report of condition of the trustee published pursuant to law or the requirements of its supervising or examining authority. - ---------------------- *The Exhibits thus designated are incorporated herein by reference. Following the description of such Exhibits is a reference to the copy of the Exhibit heretofore filed with the Securities and Exchange Commission, to which there have been no amendments or changes. --------------------- 1. NOTE Inasmuch as this Form T-1 is filed prior to the ascertainment by the trustee of all facts on which to base a responsive answer to Item 2 the answer to said Item is based on incomplete information. Item 2 may, however, be considered as correct unless amended by an amendment to this Form T-1. SIGNATURE Pursuant to the requirements of the Trust Indenture Act of 1939, the trustee, The Chase Manhattan Bank (National Association), a corporation organized and existing under the laws of the United States of America, has duly caused this statement of eligibility to be signed on its behalf by the undersigned, thereunto duly authorized, all in the City of New York, and the State of New York, on the 2nd day of July, 1996. THE CHASE MANHATTAN BANK (NATIONAL ASSOCIATION) Mary Lewicki ---------------------------------------- By: Mary Lewicki, Second Vice President 2. EXHIBIT 7 --------- REPORT OF CONDITION Consolidating domestic and foreign subsidiaries of the THE CHASE MANHATTAN BANK, N.A. of New York in the State of New York, at the close of business on March 31, 1996, published in response to call made by Comptroller of the Currency, under title 12, United States Code, Section 161.
CHARTER NUMBER 2370 COMPTROLLER OF THE CURRENCY NORTHEASTERN DISTRICT STATEMENT OF RESOURCES AND LIABILITIES ASSETS THOUSANDS OF DOLLARS Cash and balances due from depository institutions: Noninterest-bearing balances and currency and coin $ 5,026,000 Interest-bearing balances 4,135,000 Held to maturity securities 0 Available-for-sale securities 5,632,000 Federal funds sold and securities purchased under agreements to resell in domestic offices of the bank and of its Edge and Agreement subsidiaries, and in IBFs: Federal funds sold 1,254,000 Securities purchased under agreements to resell 880,000 Loans and lease financing receivable: Loans and leases, net of unearned income $60,869,000 LESS: Allowance for loan and lease losses $ 1,113,000 LESS: Allocated transfer risk reserve 0 ----------- Loans and leases, net of unearned income, allowance, and reserve 59,756,000 Assets held in trading accounts 1 3,203,000 Premises and fixed assets (including capitalized leases) 1,690,000 Other real estate owned 268,000 Investments in unconsolidated subsidiaries and associated companies 29,000 Customers' liability to this bank on acceptances outstanding 1,170,000 Intangible assets 1,330,000 Other assets 9,398,000 --------- TOTAL ASSETS $103,771,000 ------------ ------------ LIABILITIES Deposits: In domestic offices $30,681,0 Noninterest-bearing $ 11,913,000 Interest-bearing 18,768,000 ---------- In foreign offices, Edge and Agreement subsidiaries, and IBFs 38,923,000 Noninterest-bearing $ 3,696,000 Interest-bearing 35,227,000 ---------- Federal funds purchased and securities sold under agreements to repurchase in domestic offices of the bank and of its Edge and Agreement subsidiaries, and in IBFs: Federal funds purchased 3,143,000 Securities sold under agreements to repurchase 100,000 Demand notes issued to the U.S. Treasury 25,000 Trading liabilities 8,453,000 Other borrowed money: With original maturity of one year or less 3,064,000 With original maturity of more than one year 365,000 Mortgage indebtedness and obligations under capitalized leases 39,000 Bank's liability on acceptances executed and outstanding 1,173,000 Subordinated notes and debentures 1,960,000 Other liabilities 8,482,000 --------- TOTAL LIABILITIES 96,408,000 Limited-life preferred stock and related surplus 0 EQUITY CAPITAL Perpetual preferred stock and related surplus 0 Common stock 921,000 Surplus 5,354,000 Undivided profits and capital reserves 1,092,000 Net unrealized holding gains (losses) on available-for-sale securities 15,000 Cumulative foreign currency translation adjustments 11,000 --------- TOTAL EQUITY CAPITAL 7,363,000 --------- TOTAL LIABILITIES, LIMITED-LIFE PREFERRED STOCK, AND EQUITY CAPITAL $ 103,771,000 ------------- -------------
I, Lester J. Stephens, Jr., Senior Vice President and Controller of the above named bank do hereby declare that this Report of Condition is true and correct to the best of my knowledge and belief. (Signed) Lester J. Stephens, Jr. We the undersigned directors, attest to the correctness of this statement of resources and liabilities. We declare that it has been examined by us, and to the best of our knowledge and belief has been prepared in conformance with the instructions and is true and correct. (Signed) Thomas G. Labrecque (Signed) Donald Trautlein Directors (Signed) Richard J. Boyle EX-25.(B) 9 EXHIBIT 25(B) Exhibit 25(b) Securities Act of 1933 File No. ------------ (If application to determine eligibility of trustee for delayed offering pursuant to Section 305 (b) (2)) - -------------------------------------------------------------------------------- - -------------------------------------------------------------------------------- SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 --------------------- FORM T-1 STATEMENT OF ELIGIBILITY UNDER THE TRUST INDENTURE ACT OF 1939 OF A CORPORATION DESIGNATED TO ACT AS TRUSTEE CHECK IF AN APPLICATION TO DETERMINE ELIGIBILITY OF A TRUSTEE PURSUANT TO SECTION 305(b)(2) ---------- --------------------- THE CHASE MANHATTAN BANK (NATIONAL ASSOCIATION) (Exact name of trustee as specified in its charter) 13-2633612 (I.R.S. Employer Identification Number) 1 CHASE MANHATTAN PLAZA, NEW YORK, NEW YORK (Address of principal executive offices) 10081 (Zip Code) --------------------- GENERAL ELECTRIC CAPITAL CORPORATION. (Exact name of obligor as specified in its charter) NEW YORK (State or other jurisdiction of incorporation or organization) 13-1500700 (I.R.S. Employer Identification No.) 260 LONG RIDGE ROAD STAMFORD, CONNECTICUT (Address principal executive offices) 06927 (Zip Code) --------------------- DEBT SECURITIES WARRANTS TO PURCHASE DEBT SECURITIES (Title of the indenture securities) - -------------------------------------------------------------------------------- - -------------------------------------------------------------------------------- ITEM 1. GENERAL INFORMATION. Furnish the following information as to the trustee: (a) Name and address of each examining or supervising authority to which it is subject. Comptroller of the Currency, Washington, D.C. Board of Governors of The Federal Reserve System, Washington, D. C. (b) Whether it is authorized to exercise corporate trust powers. Yes. ITEM 2. AFFILIATIONS WITH THE OBLIGOR. If the obligor is an affiliate of the trustee, describe each such affiliation. The Trustee is not the obligor, nor is the Trustee directly or indirectly controlling, controlled by, or under common control with the obligor. (See Note on Page 2.) ITEM 16. LIST OF EXHIBITS. List below all exhibits filed as a part of this statement of eligibility. *1. -- A copy of the articles of association of the trustee as now in effect . (See Exhibit T-1 (Item 12), Registration No. 33- 55626.) *2. -- Copies of the respective authorizations of The Chase Manhattan Bank (National Association) and The Chase Bank of New York (National Association) to commence business and a copy of approval of merger of said corporations, all of which documents are still in effect. (See Exhibit T-1 (Item 12), Registration No. 2- 67437.) *3. -- Copies of authorizations of The Chase Manhattan Bank (National Association) to exercise corporate trust powers, both of which documents are still in effect. (See Exhibit T-1 (Item 12), Registration No. 2-67437.) *4. -- A copy of the existing by-laws of the trustee. (See Exhibit T-1 (Item 12(a)), Registration No. 22-26320.) *5. -- A copy of each indenture referred to in Item 4, if the obligor is in default. (Not applicable.) *6. -- The consents of United States institutional trustees required by Section 321(b) of the Act. (See Exhibit T-1, (Item 12), Registration No. 22-19019.) 7. -- A copy of the latest report of condition of the trustee published pursuant to law or the requirements of its supervising or examining authority. - ---------------------- *The Exhibits thus designated are incorporated herein by reference. Following the description of such Exhibits is a reference to the copy of the Exhibit heretofore filed with the Securities and Exchange Commission, to which there have been no amendments or changes. --------------------- 1. NOTE Inasmuch as this Form T-1 is filed prior to the ascertainment by the trustee of all facts on which to base a responsive answer to Item 2 the answer to said Item is based on incomplete information. Item 2 may, however, be considered as correct unless amended by an amendment to this Form T-1. SIGNATURE Pursuant to the requirements of the Trust Indenture Act of 1939, the trustee, The Chase Manhattan Bank (National Association), a corporation organized and existing under the laws of the United States of America, has duly caused this statement of eligibility to be signed on its behalf by the undersigned, thereunto duly authorized, all in the City of New York, and the State of New York, on the 2nd day of July, 1996. THE CHASE MANHATTAN BANK (NATIONAL ASSOCIATION) Mary Lewicki ---------------------------------------- By: Mary Lewicki, Second Vice President 2. EXHIBIT 7 --------- REPORT OF CONDITION Consolidating domestic and foreign subsidiaries of the THE CHASE MANHATTAN BANK, N.A. of New York in the State of New York, at the close of business on March 31, 1996, published in response to call made by Comptroller of the Currency, under title 12, United States Code, Section 161.
CHARTER NUMBER 2370 COMPTROLLER OF THE CURRENCY NORTHEASTERN DISTRICT STATEMENT OF RESOURCES AND LIABILITIES ASSETS THOUSANDS OF DOLLARS Cash and balances due from depository institutions: Noninterest-bearing balances and currency and coin $ 5,026,000 Interest-bearing balances 4,135,000 Held to maturity securities 0 Available-for-sale securities 5,632,000 Federal funds sold and securities purchased under agreements to resell in domestic offices of the bank and of its Edge and Agreement subsidiaries, and in IBFs: Federal funds sold 1,254,000 Securities purchased under agreements to resell 880,000 Loans and lease financing receivable: Loans and leases, net of unearned income $60,869,000 LESS: Allowance for loan and lease losses $ 1,113,000 LESS: Allocated transfer risk reserve 0 ----------- Loans and leases, net of unearned income, allowance, and reserve 59,756,000 Assets held in trading accounts 1 3,203,000 Premises and fixed assets (including capitalized leases) 1,690,000 Other real estate owned 268,000 Investments in unconsolidated subsidiaries and associated companies 29,000 Customers' liability to this bank on acceptances outstanding 1,170,000 Intangible assets 1,330,000 Other assets 9,398,000 --------- TOTAL ASSETS $103,771,000 ------------ ------------ LIABILITIES Deposits: In domestic offices $30,681,0 Noninterest-bearing $ 11,913,000 Interest-bearing 18,768,000 ---------- In foreign offices, Edge and Agreement subsidiaries, and IBFs 38,923,000 Noninterest-bearing $ 3,696,000 Interest-bearing 35,227,000 ---------- Federal funds purchased and securities sold under agreements to repurchase in domestic offices of the bank and of its Edge and Agreement subsidiaries, and in IBFs: Federal funds purchased 3,143,000 Securities sold under agreements to repurchase 100,000 Demand notes issued to the U.S. Treasury 25,000 Trading liabilities 8,453,000 Other borrowed money: With original maturity of one year or less 3,064,000 With original maturity of more than one year 365,000 Mortgage indebtedness and obligations under capitalized leases 39,000 Bank's liability on acceptances executed and outstanding 1,173,000 Subordinated notes and debentures 1,960,000 Other liabilities 8,482,000 --------- TOTAL LIABILITIES 96,408,000 Limited-life preferred stock and related surplus 0 EQUITY CAPITAL Perpetual preferred stock and related surplus 0 Common stock 921,000 Surplus 5,354,000 Undivided profits and capital reserves 1,092,000 Net unrealized holding gains (losses) on available-for-sale securities 15,000 Cumulative foreign currency translation adjustments 11,000 --------- TOTAL EQUITY CAPITAL 7,363,000 --------- TOTAL LIABILITIES, LIMITED-LIFE PREFERRED STOCK, AND EQUITY CAPITAL $ 103,771,000 ------------- -------------
I, Lester J. Stephens, Jr., Senior Vice President and Controller of the above named bank do hereby declare that this Report of Condition is true and correct to the best of my knowledge and belief. (Signed) Lester J. Stephens, Jr. We the undersigned directors, attest to the correctness of this statement of resources and liabilities. We declare that it has been examined by us, and to the best of our knowledge and belief has been prepared in conformance with the instructions and is true and correct. (Signed) Thomas G. Labrecque (Signed) Donald Trautlein Directors (Signed) Richard J. Boyle -----END PRIVACY-ENHANCED MESSAGE-----